SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Carlyle Financial Services Harbor, L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, NW (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/21/2011	3. Issuer Name and Ticker or Trading Symbol FNB United Corp. [ FNBN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, no par value per share	493,031,250	D (1) (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Carlyle Financial Services Harbor, L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, NW (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

1. Name and Address of Reporting Person* DBD Cayman Holdings, Ltd. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, NW (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

1. Name and Address of Reporting Person* DBD Cayman, Ltd. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, NW (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

1. Name and Address of Reporting Person* TCG HOLDINGS CAYMAN II, L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, NW (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

1. Name and Address of Reporting Person* Carlyle Financial Services, Ltd. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, NW (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

1. Name and Address of Reporting Person* TCG Financial Services, L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, NW (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

1. Name and Address of Reporting Person* TC Group Cayman Investment Holdings, L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, NW (Street) WASHINGTON DC 20004-2505 (City) (State) (Zip)

Explanation of Responses:

1. DBD Cayman Holdings, Ltd. is the sole shareholder of DBD Cayman, Ltd., which is the general partner of TCG Holdings Cayman II, L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the sole shareholder of Carlyle Financial Services, Ltd., which is the general partner of TCG Financial Services, L.P., which is the general partner of Carlyle Financial Services Harbor, L.P. Each of DBD Cayman Holdings, Ltd., DBD Cayman, Ltd., TCG Holdings Cayman II, L.P., TC Group Cayman Investment Holdings, L.P., Carlyle Financial Services, Ltd. and TCG Financial Services, L.P. may be deemed to share beneficial ownership of the shares of common stock of the issuer and this statement shall not be deemed an admission that such person is the beneficial owner of, or has any pecuniary interest in, such shares for any purpose.

2. William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein are the ordinary members as well as the directors of DBD Cayman Holdings, Ltd. The ordinary members control DBD Cayman Holdings, Ltd. based on a majority vote. Such individuals expressly disclaim any beneficial ownership of the shares of common stock of the issuer held by Carlyle Financial Services Harbor, L.P.

Remarks:

Exhibit 24.1 - Power of Attorney.

	/s/ Ann Siebecker, as Attorney-in-Fact for David M. Rubenstein, Director of Carlyle Financial Services, Ltd., the general partner of TCG Financial Services, L.P., the general partner of Carlyle Financial Services Harbor, L.P.	10/31/2011
	/s/ Ann Siebecker, as Attorney-in-Fact for David M. Rubenstein, Director of DBD Cayman Holdings, Ltd.	10/31/2011
	/s/ Ann Siebecker, as Attorney-in-Fact for David M. Rubenstein, Director of DBD Cayman Holdings, Ltd., as sole shareholder of DBD Cayman, Ltd.	10/31/2011
	/s/ Ann Siebecker, as Attorney-in-Fact for David M. Rubenstein, Director of DBD Cayman Holdings, Ltd., as sole shareholder of DBD Cayman, Ltd., the general partner of TCG Holdings Cayman II, L.P.	10/31/2011
	/s/ Ann Siebecker, as Attorney-in-Fact for David M. Rubenstein, Director of Carlyle Financial Services, Ltd.	10/31/2011
	/s/ Ann Siebecker, as Attorney-in-Fact for David M. Rubenstein, Director of Carlyle Financial Services, Ltd., the general partner of TCG Financial Services, L.P.	10/31/2011
	/s/ Ann Siebecker, as Attorney-in-Fact for David M. Rubenstein, Director of DBD Cayman Holdings, Ltd., as sole shareholder of DBD Cayman, Ltd., the general partner of TCG Holdings Cayman II, L.P., the General Partner of TC Group Cayman Investment Holdings	10/31/2011
	** Signature of Reporting Person	Date
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